/Tonghe Technology: Beijing Haotian Law Firm’s legal opinion on the 2026 restricted stock incentive plan (draft) of Shijiazhuang Tonghe Electronic Technology Co., Ltd.

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Tonghe Technology: Beijing Haotian Law Firm’s legal opinion on the 2026 restricted stock incentive plan (draft) of Shijiazhuang Tonghe Electronic Technology Co., Ltd.

Shenzhen Stock Exchange

2026/09/03

Beijing Haotian Law Firm

About

Legal Opinion on the 2026 Restricted Stock Incentive Plan (Draft) of Shijiazhuang Tonghe Electronic Technology Co., Ltd.

September 2026

1. The company meets the conditions for implementing this equity incentive plan

(1) The company is legally established and effectively exists

According to the currently valid "Business License" and "Articles of Association" provided by the company, and after our lawyers inquired the National Enterprise Credit Information Disclosure System (www.gsxt.gov.cn), as of the date of issuance of this legal opinion, the company's basic situation is as follows:

Company Name Shijiazhuang Tonghe Electronic Technology Co., Ltd.

Unified social credit code 91130100700964396T

Address: No. 350, Lijiang Road, High-tech Zone, Shijiazhuang

Legal representative Ma Xiaofeng

Registered capital RMB 175,673,149

Company type Limited by shares (listed company)

Date of establishment December 21, 1998

Operating period: From December 21, 1998 (inclusive) to No fixed period

General projects: research and development of distribution switch control equipment; research and development of motors and control systems; research and development of high-efficiency energy-saving technologies in the power industry; technical services, technology development, technical consultation, technology exchange, technology transfer, and technology promotion; Internet of Things technology research and development; manufacturing of power transmission, distribution, and control equipment; sales of intelligent power transmission, distribution, and control equipment; manufacturing of distribution switch control equipment; sales of distribution switch control equipment; sales of charging piles; sales of motor vehicle charging; leasing of charging control equipment; business scope of centralized fast charging station; operation of electric vehicle charging infrastructure; sales of new energy vehicle electrical accessories; sales of new energy vehicle battery swapping facilities; manufacturing of mechanical and electrical equipment; sales of electrical equipment; manufacturing of power facilities and equipment; sales of power facilities and equipment; manufacturing of high-speed rail equipment and accessories; sales of high-speed rail equipment and accessories; manufacturing of electrical signaling equipment and devices; sales of electrical signaling equipment and devices; sales of advanced power electronic devices; sales of power electronic components; manufacturing of lighting fixtures; sales of lighting fixtures sales; communication equipment manufacturing; communication equipment sales; electrical instrument manufacturing; electrical instrument sales; transmission and distribution monitoring and control equipment manufacturing; transmission and distribution monitoring and control equipment sales; industrial control computer and system manufacturing; industrial control computer and system sales; integrated circuit design; integrated circuit manufacturing; integrated circuit sales; contract energy management; intelligent control system integration; industrial automatic control system device sales; information system integration services; 5G Communication technology services; data processing and storage support services; energy-saving management services; Internet data services; manufacturing of auto parts and accessories; wholesale of auto parts; retail of auto parts; production of battery parts; sales of battery parts; sales of batteries; maintenance of electronic and mechanical equipment (excluding special equipment); engineering management services; industrial design services; manufacturing of transformers, rectifiers and inductors; energy storage technology services; manufacturing of photovoltaic equipment and components; sales of photovoltaic equipment and components; sales of solar thermal equipment ;Solar power generation technical services; Power generation technical services; Technology import and export; Goods import and export; Software development; Software sales; Intellectual property services (except patent agency services); Engineering and technology research and experimental development; Information technology consulting services; Information consulting services (excluding licensed information consulting services); Industrial Internet data services; Enterprise management; Cloud computing equipment sales; Cloud computing equipment manufacturing; Leasing services (excluding licensed leasing services); Internet of Things technical services; Non-residential real estate leasing; Property management. (Except for projects that require approval according to law, business activities can be carried out independently with a business license in accordance with the law) Licensed projects: installation, maintenance and testing of power transmission, power supply and power receiving power facilities; construction project design; construction project construction; electrical installation services; power supply business. (Projects that require approval according to law can only be carried out with the approval of relevant departments. Specific business projects shall be subject to the approval documents or licenses of relevant departments)

(2) There are no circumstances prohibiting the implementation of equity incentives

According to the information and written confirmation provided by the company, and verified by our lawyers, the company does not have the following circumstances that prohibit the implementation of equity incentives as stipulated in Article 7 of the "Administrative Measures":

(1) The financial accounting report of the most recent fiscal year was issued a negative opinion or an audit report in which a certified public accountant was unable to express an opinion;

(2) A certified public accountant issued an audit report with a negative opinion or a disclaimer of opinion on the internal control of the financial report in the most recent fiscal year;

(3) In the last 36 months after listing, there has been any failure to distribute profits in accordance with laws, regulations, articles of association, and public commitments;

(4) Equity incentives are not allowed under laws and regulations;

(5) Other circumstances determined by the China Securities Regulatory Commission.

In summary, our lawyers believe that the company is a joint-stock company established in accordance with the law and effectively existing. There is no situation that prohibits the implementation of equity incentive plans as stipulated in Article 7 of the "Administrative Measures". The company has the qualifications to implement this incentive plan.

2. Main contents of this equity incentive plan

On September 2, 2026, the company held the 23rd meeting of the fifth board of directors, which reviewed and approved the "Proposal on the <Shijiazhuang Tonghe Electronic Technology Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft)> and its Summary" and other proposals related to this incentive plan.

According to the "Shijiazhuang Tonghe Electronic Technology Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft)", its main contents are as follows:

(1) Purpose of equity incentives

According to the "Incentive Plan (Draft)", the purpose of this incentive plan is "to further establish and improve the company's long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company's core team, effectively combine the interests of shareholders, the company's interests and the core team's personal interests, so that all parties can jointly care about each other." Paying attention to the long-term development of the company, and on the premise of fully protecting the interests of shareholders, in accordance with the principle of equality of income and contribution, this incentive plan is formulated in accordance with the provisions of the Company Law, Securities Law, Management Measures, Listing Rules, Business Management and other relevant laws, regulations and normative documents, as well as the Articles of Association.”

Based on the above, our lawyers believe that the "Incentive Plan (Draft)" clearly stipulates the purpose of implementing this equity incentive plan, which is in line with the provisions of Article 9 (1) of the "Administrative Measures".

(2) Determination basis and scope of incentive objects

Basis for determining incentive objects

According to the "Incentive Plan (Draft)", the legal basis for determining the incentive objects is: "The incentive objects of this incentive plan are determined in accordance with the Company Law, Securities Law, Management Measures, Listing Rules and other relevant laws, regulations, normative documents and the relevant provisions of the Articles of Association, and based on the actual situation of the company."

According to the "Incentive Plan (Draft)", the job basis for determining the incentive objects is: "The incentive objects granted for the first time by this incentive plan are directors, senior managers, core management and technical (business) backbone personnel working in the company (excluding independent directors of the company). For those who meet the scope of the incentive objects of this incentive plan, the company's remuneration and assessment committee will draw up a list, which will be verified and determined by the company's board of directors' remuneration and assessment committee."

Scope of incentive objects

A total of 360 people are eligible for the first grant of this incentive plan, including directors, senior managers, core management and technical (business) key personnel of the company.

Among the incentive targets involved in this incentive plan, directors and senior managers must be elected by the company's shareholders' meeting or appointed by the company's board of directors. All incentive targets must have an employment or labor relationship with the company when the company grants restricted stocks and during the assessment period specified in this incentive plan.

The incentive targets of this incentive plan do not include independent directors of the company, shareholders or actual controllers who individually or collectively hold more than 5% of the company's shares, their spouses, parents, children and foreign employees, which is in line with the provisions of Article 8 of the "Administrative Measures".

Verification of incentive objects

According to the "Incentive Plan (Draft)" and the company's explanation, and through our lawyers' inquiries on the China Securities Regulatory Commission's "Securities and Futures Market Untrustworthy Record Inquiry Platform" (neris.csrc.gov.cn/shixinchaxun) and the China Securities Regulatory Commission's "Securities and Futures Supervision and Administration Information Disclosure Directory" (www.csrc.gov.cn/pub/zjhpu blic) , Shenzhen Stock Exchange (www.szse.cn), Beijing Stock Exchange (www.bse.cn), Shanghai Stock Exchange (www.sse.com.cn), China Judgments Network (wenshu.court.gov.cn), China Enforcement Information Disclosure Network (zxgk.court.gov.cn) and other websites. As of the date of issuance of this legal opinion, the incentive objects do not have the following circumstances that prohibit them from becoming incentive objects as stipulated in Article 8, Paragraph 2 of the "Administrative Measures":

(1) Determined as an unsuitable candidate by the stock exchange within the last 12 months;

(2) Have been deemed as inappropriate candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

(3) In the past 12 months, the company has been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies due to major violations of laws and regulations;

(4) Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law;

(5) Laws and regulations prohibit participation in equity incentives of listed companies;

(6) Other circumstances determined by the China Securities Regulatory Commission.

According to the "Incentive Plan (Draft)", after the company's board of directors considers and approves the plan, the company will publicize the names and positions of the incentive targets within the company, and the publicity period will be no less than 10 days; the remuneration and assessment committee of the board of directors will verify the relevant information of the incentive targets on the basis of fully listening to the public opinions, and disclose the disclosure statement and verification opinions 5 days before the shareholders' meeting considers the incentive plan. Any adjustment to the list of incentive targets shall be verified by the Remuneration and Assessment Committee of the Board of Directors.

Based on the above, our lawyers believe that the determination of incentive targets for this plan complies with the provisions of Article 8 and Article 9 (2) of the "Administrative Measures".

(3) Source, quantity and allocation of underlying stocks

Source of underlying stocks

According to the "Incentive Plan (Draft)", the source of the underlying stocks involved in this incentive plan is the company's A-share ordinary shares issued to the incentive targets.

The number of restricted stocks granted

According to the "Incentive Plan (Draft)", the total number of restricted stocks planned to be granted to incentive targets under this incentive plan does not exceed 3.9094 million shares, accounting for approximately 2.20% of the company's total share capital of 177,666.749 million shares at the time of the announcement of the draft incentive plan. Among them, 3.1276 million shares of restricted stock were granted for the first time, accounting for approximately 1.76% of the company's total share capital of 177,666,749 shares at the time of the announcement of the draft incentive plan, accounting for 80.00% of the total equity to be granted under this incentive plan; 781,800 reserved restricted stocks were reserved, accounting for approximately 17,766.6749 of the company's total share capital at the time of the announcement of the draft incentive plan. 0.44% of 10,000 shares, accounting for 20.00% of the total rights to be granted under this incentive plan.

The total number of underlying stocks involved in the company's equity incentive plans within the validity period does not exceed 20% of the company's total share capital. The cumulative number of shares of the company granted to any incentive target in this incentive plan through all equity incentive plans within the validity period does not exceed 1% of the company's total share capital.

Incentive objects are allocated restricted stocks

According to the "Incentive Plan (Draft)", the distribution of restricted stocks granted under this incentive plan among the various incentive objects is as follows:

Granted restricted shares. Grant restrictions. Public serial number of this incentive plan. Name. Position. Number of shares (10,000). Total number of shares. Ratio of total share capital on the reporting date.

Shares) Ratio Example

1. Directors and senior managers

1 Zhang Yuliang Employee Representative Director 13.58 3.47% 0.08%

Director, Secretary, Deputy General Manager

2 Feng Zhiyong 0.99 0.25% 0.01%

reason

3 Liu Qing Deputy General Manager 0.41 0.10% 0.00%

4 Xu Weidong Deputy General Manager 1.63 0.42% 0.01%

2. Core Management and Technology (Business) Core

296.15 75.75% 1.67%

dry personnel (356 people)

Total number of first-time grants (360 people) 312.76 80.00% 1.76%

3. Reserved part 78.18 20.00% 0.44%

Total 390.94 100% 2.20%

Note: 1. The shares of the company granted to any of the above incentive targets through all valid equity incentive plans do not exceed 1% of the company's total share capital. The total number of underlying stocks involved in all the company's effective incentive plans shall not exceed 20% of the company's total share capital when the equity incentive plan is submitted to the shareholders' meeting.

The incentive targets of this incentive plan do not include independent directors of the company, shareholders or actual controllers who individually or collectively hold more than 5% of the company's shares, their spouses, parents, children and foreign employees.
The reserved incentive objects will be determined within 12 months after the incentive plan is reviewed and approved by the shareholders' meeting. After the board of directors proposes, the remuneration and assessment committee of the board of directors issues clear opinions, and the lawyer expresses professional opinions and issues a legal opinion, the company will timely and accurately disclose relevant information about the incentive objects as required. If the incentive target is not specified for more than 12 months, the reserved rights will become invalid.
If the total number of values in the above table does not match the sum of each sub-item value, it is due to rounding.

Based on the above, our lawyers believe that the type, source, quantity and distribution of the subject stocks of this incentive plan

Comply with the provisions of Article 9 (3) and (4), Article 12 and Article 14 of the "Administrative Measures".

(4) The validity period, grant date, vesting arrangements and lock-up arrangements of this plan

Validity period

According to the "Incentive Plan (Draft)", the validity period of this incentive plan shall be from the first grant of restricted stocks.

From the date until the date when all restricted stocks granted to the incentive objects vest or become invalidated, the maximum period shall not exceed 48

months.

Grant date

According to the "Incentive Plan (Draft)", the incentive plan was reviewed and approved by the company's shareholders' meeting on the date of grant.

It will be determined by the board of directors later, and the grant date must be the trading day. The company must press the resolution within 60 days after it is reviewed and approved by the shareholders’ meeting.

According to relevant regulations, the board of directors will be convened to grant restricted stocks to incentive targets and the announcement will be completed. The company failed to reach 60

If the above work is completed within days, the reasons for the inability to be completed shall be disclosed in a timely manner and the implementation of this incentive shall be terminated.

Plan, unvested restricted stock lapses. The reserved part must be reviewed by the company’s shareholders’ meeting in this incentive plan.

Awarded within 12 months of approval.

Ownership arrangements

The restricted stocks granted under this incentive plan will vest in installments according to the agreed proportion after the incentive objects meet the corresponding vesting conditions. The vesting date must be the trading day, and the restricted stocks obtained shall not vest within the following periods:

(1) Within 15 days before the announcement of the company's annual report or semi-annual report, if the announcement date is postponed due to special reasons, the calculation will start from 15 days before the original scheduled announcement date to 1 day before the announcement;

(2) 5 days before the announcement of the company’s quarterly report, performance forecast, and performance bulletin;

(3) From the date of the occurrence of a major event that may have a greater impact on the trading price of the company's stocks and its derivatives or the date of entry into the decision-making process to the date of disclosure in accordance with the law;

(4) Other periods specified by the China Securities Regulatory Commission and Shenzhen Stock Exchange.

The above-mentioned "major events" are transactions or other major matters that the company should disclose in accordance with the provisions of the Listing Rules.

During the validity period of this incentive plan, if the relevant provisions of the above period in the Company Law, Securities Law and other relevant laws, administrative regulations, normative documents and the Articles of Association are changed, the vesting date of the restricted stocks in this incentive plan shall comply with the provisions of the revised Company Law, Securities Law and other relevant laws, regulations, normative documents and the Articles of Association.

The vesting proportions of each batch of restricted stocks granted for the first time and reserved under this incentive plan are as follows:

Amount of vested interests as a percentage of grant vesting arrangement vesting time

Proportion of total equity granted

From the first trading day 12 months after the date of the corresponding grant to the corresponding

50% for first vesting period

Ending on the last trading day within 24 months from the date of grant

From the first trading day 24 months after the date of corresponding grant to the corresponding

Second vesting period 50%

Ending on the last trading day within 36 months from the date of grant

Restricted stocks that have not vested within the above agreed period or restricted stocks that cannot be applied for vesting due to failure to meet vesting conditions shall not be vested and will become invalid.

Restricted stocks that have been granted to incentive targets but have not yet vested shall be subject to vesting conditions and may not be sold or otherwise transferred in the secondary market before vesting. If the restricted stock cannot be vested by then, the shares obtained due to the aforementioned reasons will also not be vested and will become invalid.

Ban sales arrangement

According to the "Incentive Plan (Draft)", there will be no lock-up period after the restricted stocks granted to the incentive targets are vested. If the incentive targets are company directors and senior managers, the lock-up regulations shall be implemented in accordance with the "Company Law", "Securities Law" and other relevant laws, regulations, normative documents and the "Articles of Association", as follows:

(1) If the incentive targets are directors and senior managers of the company, the shares transferred each year during their term of office shall not exceed 25% of the total number of shares of the company held by them, and the shares of the company held by them shall not be transferred within six months after leaving the company.

(2) If the incentive targets are directors and senior managers of the company, if they sell the company's stocks held by them within 6 months of purchase, or purchase them again within 6 months of sale, the proceeds will belong to the company, and the company's board of directors will take back the proceeds (except for the exemption from short-term trading stipulated by the China Securities Regulatory Commission).

(3) During the validity period of this incentive plan, if the relevant provisions on the transfer of shares held by the company's directors and senior managers in the "Company Law", "Securities Law" and other relevant laws, regulations, normative documents and the "Articles of Association" change, then the transfer of the company stocks held by these incentive objects shall comply with the revised relevant provisions at the time of transfer.

Based on the above, our lawyers believe that the validity period, grant date, vesting arrangements and other contents of this incentive plan are in compliance with Article 9 (5), Article 13, Article 16, Article 24, and

The provisions of Article 25, Paragraph 1 of Article 26 and Article 44.

(5) Grant price of restricted stocks and method of determining grant price

Award price

According to the "Incentive Plan (Draft)", the grant price for the first and reserved restricted shares granted under this incentive plan is 16.84 yuan/share, that is, after meeting the vesting conditions, the incentive targets can purchase the company's A-share ordinary shares issued by the company to the incentive targets at a price of 16.84 yuan/share.

Method for determining award price

According to the "Incentive Plan (Draft)", the grant price of the restricted stocks granted for the first time and reserved under this incentive plan shall not be lower than the par value of the company's shares, and shall not be lower than the higher of the following prices:

(1) The average trading price of the company’s stock on the trading day before the announcement of this draft incentive plan (total stock trading volume on the previous trading day/total stock trading volume on the previous trading day) was 50% of 33.67 yuan per share, which was 16.84 yuan per share.

(2) The average stock trading price of the company in the 20 trading days before the announcement of this draft incentive plan (total stock trading volume in the previous 20 trading days/total stock trading volume in the previous 20 trading days) was 50% of 30.72 yuan per share, which was 15.36 yuan per share.

Based on the above, our lawyers believe that the award price of this incentive plan and its determination method are in compliance with the provisions of Article 9 (6) and Article 23 of the "Administrative Measures".

(6) Conditions for granting and vesting of restricted stocks

Grant conditions

According to the "Incentive Plan (Draft)", if the following conditions are met at the same time, the company shall grant restricted stocks to the incentive objects; if any of the following conditions is not met, the company shall not grant restricted stocks to the incentive objects:

(1) The company has not experienced any of the following situations:

a. An audit report in which a certified public accountant issued a negative opinion or was unable to express an opinion on the financial accounting report for the most recent fiscal year;

b. An audit report in which a certified public accountant issued a negative opinion or was unable to express an opinion on the internal control of the financial report in the most recent fiscal year;

c. In the last 36 months after listing, there has been any failure to distribute profits in accordance with laws, regulations, articles of association, and public commitments;

d. Equity incentives are not allowed according to laws and regulations;

e. Other circumstances determined by the China Securities Regulatory Commission.

(2) None of the following situations occurs to the incentive objects:

a. Determined as an unsuitable candidate by the stock exchange in the past 12 months;

b. Have been deemed as inappropriate candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

c. In the past 12 months, the company has been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies due to major violations of laws and regulations;

d. Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law;

e. It is prohibited by laws and regulations to participate in equity incentives of listed companies;

f. Other circumstances determined by the China Securities Regulatory Commission.

Conditions of belonging

According to the "Incentive Plan (Draft)", within each vesting period, the restricted stocks granted to the incentive objects can be vested only if the following conditions are met at the same time:

(1) The company has not experienced any of the following situations:

a. An audit report in which a certified public accountant issued a negative opinion or was unable to express an opinion on the financial accounting report for the most recent fiscal year;

b. An audit report in which a certified public accountant issued a negative opinion or was unable to express an opinion on the internal control of the financial report in the most recent fiscal year;

c. In the last 36 months after listing, there has been any failure to distribute profits in accordance with laws, regulations, articles of association, and public commitments;

d. Equity incentives are not allowed according to laws and regulations;

e. Other circumstances determined by the China Securities Regulatory Commission.

(2) None of the following situations occurs to the incentive objects:

a. Determined as an unsuitable candidate by the stock exchange within the last 12 months;

b. Have been deemed as inappropriate candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

d. Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law;

e. It is prohibited by laws and regulations to participate in equity incentives of listed companies;

f. Other circumstances determined by the China Securities Regulatory Commission.

If the company encounters one of the circumstances stipulated in Article (1) above, all restricted stocks that have been granted to the incentive target but have not yet vested shall not be vested, and will be invalidated; if one of the circumstances stipulated in Article (2) above occurs to an incentive target, the restricted stocks that have been granted but have not yet vested by the incentive target shall not be vested, and will be invalidated. (3) Incentive objects must meet the service requirements for each vesting period

Each batch of restricted stocks granted to incentive targets must serve a term of more than 12 months before vesting.

Company-level performance appraisal

The vesting and assessment years of this incentive plan are the three fiscal years from 2026 to 2028, and assessments are conducted once in each fiscal year, with the achievement of performance assessment targets as one of the vesting conditions for restricted stocks.

The annual performance assessment targets for the restricted stocks first granted under this incentive plan are as follows:

Vesting Period Performance Appraisal Objectives

In the first vesting period, the operating income in 2026 will be no less than 1.7 billion yuan.

In the second vesting period, the operating income in 2027 will be no less than 2 billion yuan.

Note: The calculation of the above "operating income" indicator is based on the data contained in the audited annual report.

The annual performance assessment targets for the restricted stocks reserved for grant under this incentive plan are as follows:

If the reserved restricted stock is granted before the disclosure of the third quarter report in 2026, the performance assessment targets for each year will be the same as the first grant;
If some of the reserved restricted stocks are granted after the disclosure of the third quarter report of 2026, the performance assessment targets for each year are as shown in the following table:

Vesting Period Performance Appraisal Objectives

In the first vesting period, the operating income in 2027 will be no less than 2 billion yuan.

In the second vesting period, the operating income in 2028 will be no less than 2.3 billion yuan.

If a listed company fails to meet the above-mentioned performance assessment targets, all restricted stocks planned to vest by the incentive targets in the corresponding assessment year shall not be vested or deferred to the next period, and will become invalid.

Individual level performance appraisal

The individual-level performance appraisal of the incentive targets is organized and implemented in accordance with the company's current performance appraisal regulations, and the number of restricted shares actually vested is determined based on the assessment results of the incentive targets. The performance evaluation results of incentive objects are divided into four levels: (A), (B), (C) and (D). The assessment and evaluation form is suitable for incentive objects. At that time, the proportion of incentive objects will be determined according to the following table:

Assessment results (S) S≥80 80>S≥70 70>S≥60 S<60 Evaluation criteria A B C D

vesting ratio 100% 80% 60% 0%

The number of restricted stocks actually vested by the individual incentive target in the current year = the number of restricted stocks planned to be vested by the individual in the current year × the individual’s vesting ratio in the current year.

Restricted stocks that cannot be vested by the incentive objects in the year of assessment shall be invalidated and shall not be deferred to the next year.

Based on the above, our lawyers believe that the conditions for granting restricted stocks and the conditions for lifting sales restrictions under this incentive plan comply with Articles 7 and 8, Article 9 (7) to (8), Article 10, and

The provisions of Articles 11 and 18.

(7) Adjustment methods and procedures for restricted stocks

Method for adjusting the number of restricted stocks

According to the "Incentive Plan (Draft)", if the company has matters such as converting capital reserves to increase share capital, distributing stock dividends, subdividing shares, allotment, reduction of shares, etc. between the date of announcement of this draft incentive plan and before the incentive objects complete the vesting of restricted shares, the number of restricted shares should be adjusted accordingly. The adjustment methods are as follows: (1) Converting capital reserves to share capital, distributing stock dividends, and subdividing shares

Q＝Q0×（1＋n）

Among them: Q0 is the number of restricted stocks before adjustment; n is the ratio of capital reserve per share to increase share capital, distribution of stock dividends, and stock subdivision (i.e., the number of shares increased after each share is converted into capital, bonus shares or subdivisions); Q is the number of restricted stocks after adjustment.

(2) Allotment of shares

Q＝Q0×P1×（1＋n）÷（P1＋P2×n）

Among them: Q0 is the number of restricted shares before adjustment; P1 is the closing price on the equity registration date; P2 is the price of the allotment; n is the proportion of the allotment (that is, the ratio of the number of shares of the allotment to the total share capital of the company before the allotment); Q is the adjusted number of restricted shares.

(3) Stock reduction

Q＝Q0×n

Among them: Q0 is the number of restricted stocks before adjustment; n is the reduction ratio (that is, 1 share of company stock is reduced to n shares); Q is the number of restricted stocks after adjustment.

(4) Additional issuance

When the company issues new shares, the number of restricted shares will not be adjusted.

Adjustment method of award price

According to the "Incentive Plan (Draft)", if between the date of the announcement of this draft incentive plan and the completion of the vesting of restricted stocks by the incentive targets, the company has matters such as converting capital reserves to increase share capital, distributing stock dividends, subdividing shares, allotment, reduction of shares or payment of dividends, the grant price of restricted stocks should be adjusted accordingly. The adjustment method is as follows:

(1) Conversion of capital reserves into share capital, distribution of stock dividends, and subdivision of shares

P＝P0÷（1＋n）

Among them: P0 is the grant price before adjustment; n is the ratio of converting capital reserves into equity per share, distributing stock dividends, and splitting shares; P is the grant price after adjustment.

(2) Allotment of shares

P＝P0×（P1＋P2×n）÷[P1×（1+n）]

Among them: P0 is the grant price before adjustment; P1 is the closing price on the equity registration date; P2 is the allotment price; n is the proportion of the allotment (that is, the ratio of the number of allotment shares to the total share capital of the company before the allotment); P is the adjusted grant price.

(3) Stock reduction

P＝P0÷n

Among them: P0 is the grant price before adjustment; n is the share reduction ratio; P is the grant price after adjustment. (4) Dividend payment

P＝P0-V

Among them: P0 is the grant price before adjustment; V is the dividend amount per share; P is the grant price after adjustment. After adjusting for dividends, P must still be greater than 1.

(5) Additional issuance

When the company issues new shares, the grant price of restricted shares will not be adjusted.

Adjust the program

According to the "Incentive Plan (Draft)", when the aforementioned situation occurs, the company's board of directors shall review and approve the proposal to adjust the number of restricted stocks and the grant price (if the number of restricted stocks and the grant price need to be adjusted due to matters other than the above circumstances, in addition to the board of directors' review of relevant proposals, they must be submitted to the company's shareholders' meeting for review). The company should hire a lawyer to provide professional opinions to the company's board of directors on whether the above adjustments are in compliance with the "Management Measures", the "Articles of Association" and the provisions of this incentive plan. After the adjustment proposal is reviewed and approved by the board of directors, the company shall promptly disclose the announcement of the board of directors' resolution and announce the law firm's opinion at the same time.

Based on the above, our lawyers believe that the methods and procedures for adjusting the restricted stocks of this plan are in compliance with the provisions of Article 9 (9), Article 48 and Article 59 of the "Administrative Measures".

(8) Accounting treatment method for restricted stocks

Method for determining the fair value of restricted stocks

According to the "Incentive Plan (Draft)" and with reference to the "Application Case of Share-based Payment Standards - Grant of Restricted Stocks" of the Accounting Department of the Ministry of Finance of the People's Republic of China, the measurement of share-based payment expenses for the second type of restricted stock shall be carried out with reference to stock options. According to the relevant provisions on the determination of fair value in "Accounting Standards for Business Enterprises No. 11 - Share-based Payment", "Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments" and "Application Case of Share-based Payment Standards - Grant of Restricted Stocks" on the determination of fair value, the company chose the Black-Scholes model to calculate the fair value of the second type of restricted stock and used this model to calculate the 3.1276 million second type of restricted stocks first granted on September 2, 2026.

(1) Target stock price: 33.87 yuan/share (assuming that the closing price on the grant date is 33.87 yuan/share);

(2) The validity periods are: 1 year and 2 years (the period from the grant date to the first vesting date of each period);

(3) The historical volatility rates are: 69.9495% and 71.7333% (using the annualized volatility of Tonghe Technology in the last one and two years respectively);

(4) Risk-free interest rates: 1.2252%, 1.2414% (using the 1-year and 2-year yields of Chinese government bonds respectively).

Estimated impact of the implementation of restricted stocks on the company’s operating performance in each period

According to the "Incentive Plan (Draft)", the company uses relevant valuation tools to determine the fair value of the second type of restricted stock on the grant date, and finally confirms the share-based payment expenses granted by this incentive plan. The total amount of these expenses as the incentive cost of the company's equity incentive plan will be recognized in installments according to the vesting ratio during the implementation of this incentive plan, and will be expensed in recurring profits and losses. According to the provisions of accounting standards, the specific amount should be based on the fair value of the shares calculated on the "actual grant date".

Assuming that the company first grants restricted shares at the end of September 2026, the amortization of share-based payment expenses from 2026 to 2028 is as follows:

First Grant Restrictions

Total expenses to be amortized 2026 2027 2028

Number of stocks (thousands)

Use (10,000 yuan) (10,000 yuan) (10,000 yuan) (10,000 yuan)

shares)

312.76 6,110.68 1,125.94 3,779.55 1,205.19

Note: The above results do not represent the final accounting cost. In addition to the grant date, grant price and grant quantity, accounting costs are also related to the actual number of effective and invalidated rights. The final result of the above impact on the company's operating results will be based on the annual audit report issued by the accounting firm.

(9) Others

After verification by our lawyers, the "Incentive Plan (Draft)" has stipulated the accounting treatment of this incentive plan, the effectiveness, granting, vesting, change and termination procedures of this incentive plan, the respective rights and obligations of the company/incentive objects, the handling of changes in the company/incentive objects, relevant disputes or dispute resolution mechanisms between the company and the incentive objects, etc., and is in compliance with the provisions of Article 9 (10) to (14) of the "Administrative Measures".

In summary, our lawyers believe that the content of the "Incentive Plan (Draft)" complies with the relevant provisions of the "Management Measures".

3. The company’s relevant procedures for implementing this equity incentive plan

(1) Legal procedures that have been performed

According to the documents provided by the company such as the resolutions of the board of directors meeting and the meeting resolutions of the remuneration and assessment committee of the board of directors, as of the date of this legal opinion, the company has performed the following procedures for the implementation of this incentive plan:

On September 2, 2026, the Remuneration and Assessment Committee of the fifth session of the Board of Directors of the company reviewed and approved the "Proposal on the <Shijiazhuang Tonghe Electronic Technology Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft)> and its Summary" and the "Proposal on the <Shijiazhuang Tonghe Electronic Technology Co., Ltd. 2026 Restricted Stock Incentive Plan Implementation Assessment and Management Measures>".
On September 2, 2026, the company held the 23rd meeting of the fifth board of directors, which reviewed and approved the "Proposal on the <Shijiazhuang Tonghe Electronic Technology Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft)> and its Summary", the "Proposal on the <Shijiazhuang Tonghe Electronic Technology Co., Ltd. Co., Ltd. 2026 Restricted Stock Incentive Plan Implementation Assessment and Management Measures>" and "Requesting the Shareholders Meeting to Authorize the Board of Directors to Handle the Company's 2026 Proposal on Matters Related to the Annual Restricted Stock Incentive Plan" and other proposals related to this incentive plan. Mr. Zhang Yuliang and Mr. Feng Zhiyong, the related directors who are the target of the incentive, have abstained from voting.

(2) Legal procedures yet to be performed

According to the provisions of the "Administration Measures" and other relevant laws and regulations, the effective implementation of this equity incentive plan still needs to fulfill the following legal procedures:

Before convening the shareholders' meeting, the company shall publicize the names and positions of the incentive targets within the company through the company's website or other channels. The publicity period shall be no less than 10 days.
The Remuneration and Assessment Committee of the company's board of directors shall review the incentive list, fully listen to the public opinions, and disclose an explanation of the review and publicity of the incentive list 5 days before the shareholders' meeting to review the incentive plan.
The company conducts a self-examination on the insider information’s buying and selling of the company’s stocks and its derivatives within 6 months before the announcement of this draft incentive plan, and discloses the self-examination report.
The company held a shareholders' meeting to review the relevant proposals for this incentive plan, and they were passed by more than 2/3 of the voting rights held by shareholders attending the meeting. Shareholders who are intended to be incentive targets or shareholders who are related to the incentive targets should abstain from voting.

To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the company has fulfilled the legal procedures required at this stage for this equity incentive plan and is in compliance with the relevant provisions of the "Administration Measures"; the company still needs to fulfill the relevant legal procedures mentioned in the above "(2) Legal procedures yet to be performed" before it can implement this equity incentive plan in accordance with the law.

4. Information disclosure obligations involved in this equity incentive plan

According to the "Management Measures" and other relevant regulations, after the company's 23rd meeting of the fifth board of directors considers and approves the "Incentive Plan (Draft)", it will promptly announce the board of directors' resolution, the "Incentive Plan (Draft)" and its summary, the verification opinions of the Remuneration and Assessment Committee of the Board of Directors and other documents.

According to the company's explanation, combined with the implementation progress of this equity incentive plan, the company will fulfill its continuous information disclosure obligations in accordance with relevant laws, administrative regulations, departmental rules and other normative documents.

5. The company does not provide financial assistance to the incentive recipients

According to the "Incentive Plan (Draft)" and the company's explanation, the company has not provided loans or any other form of financial assistance, including providing guarantees for their loans, to incentive targets to obtain restricted stocks under this equity incentive plan, which is in compliance with the provisions of Paragraph 2 of Article 21 of the "Administrative Measures".

6. The impact of this equity incentive plan on the interests of the company and all shareholders

According to the "Incentive Plan (Draft)", the purpose of this incentive plan is to further establish and improve the company's long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company's core team, effectively combine the interests of shareholders, the company's interests and the core team's personal interests, so that all parties can jointly pay attention to the company's long-term development.

According to the verification opinions issued by the remuneration and assessment committee of the company's board of directors, it believes that the company's implementation of this incentive plan can improve the company's incentive mechanism and improve the distribution mechanism that combines incentives and constraints, which is conducive to the company's sustainable development and will not harm the interests of the company and all shareholders.

In summary, our lawyers believe that the company’s equity incentive plan does not significantly damage the interests of the company and all shareholders or violate relevant laws and administrative regulations.

7. Abstention from voting by related directors

According to the "Incentive Plan (Draft)" and the resolution of the 23rd meeting of the company's fifth session of the Board of Directors, when the Board of Directors was reviewing the relevant proposals for this incentive plan, Mr. Zhang Yuliang and Mr. Feng Zhiyong, the related directors who were intended to be the incentive targets, have abstained from voting, which is in compliance with the provisions of paragraph 2 of Article 33 of the "Management Measures".

8. Conclusion

To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the company meets the conditions for implementing this equity incentive plan; the content of the "Incentive Plan (Draft)" complies with the relevant provisions of the "Administrative Measures"; the determination of the incentive objects of this equity incentive plan complies with the relevant provisions of the "Administrative Measures"; the company has not provided loans or any other form of financial assistance to the incentive recipients; the company The legal procedures that should be performed at this stage have been performed in accordance with the law and are in compliance with the relevant provisions of the "Administrative Measures"; the company still needs to perform the procedures described in "(2) Legal procedures that still need to be performed" in the third part of this legal opinion before it can implement this equity incentive plan in accordance with the law; the implementation of this equity incentive plan does not significantly damage the interests of the company and all shareholders or violate relevant laws and administrative regulations.

This legal opinion is made in triplicate.

(This page has no text, but is the signed and sealed page of "Beijing Haotian Law Firm's Legal Opinion on the 2026 Restricted Stock Incentive Plan (Draft) of Shijiazhuang Tonghe Electronic Technology Co., Ltd.")

Beijing Haotian Law Firm

Person in charge:

Liu Hong

Lawyer:

Lawyer Chen Jiangtao:

Chen Ya

September 2, 2026